PROFIT PLAYBOOK STUDENT AGREEMENT

This Studentship Agreement (the “Agreement”) is entered into as of the last of the parties to sign this Agreement (“Effective Date”), by and between Moretta Investment Co. LLC, (the “Moretta Investment”), and the person or entity identified as “Student” on the signature page of this Agreement (“Student”). 

WHEREAS, Student desires to be a part of Moretta Investment’s mentorship program and have access to Moretta Investment’s resources at www.PPB3.com (the “Site”), and Moretta Investment desires that Student is a part of the program. 

NOW THEREFORE, in consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1: DEFINITIONS

1. Proprietary Information. In addition to the terms defined in the opening paragraph and otherwise in this Agreement, “Proprietary Information” shall mean information that (i) is not known by actual or potential competitors of the Moretta Investment or is not generally available to the public, (ii) has been created, discovered, developed, or otherwise become known to the Moretta Investment or in which property rights have been assigned or otherwise conveyed to the Moretta Investment, and (iii) has material economic value or potential material economic value to the Moretta Investment’s present or future business. “Proprietary Information” shall further include, without limitation, trade secrets (as defined under California Civil Code §3426.1, including any successor statute) and all other discoveries, developments, improvements, inventions, formulas, educational materials, e-books, software programs, work product, processes, techniques, know-how, negative know-how, data, research, techniques, technical data, vendor lists, materials, and other information on the Site or accessible on the Site, or any information whatsoever pertaining to the Program (as defined below), and any modifications or enhancements of any of the foregoing, either directly or indirectly, in writing, orally, or by drawings or observation, that has actual or potential economic value to the Moretta Investment, all of which shall be deemed confidential and proprietary. Notwithstanding any other provision of this Agreement, each party acknowledges that Proprietary Information does not include any information that the Student can demonstrate (iv) was publicly available at the time of disclosure, or later became publicly available through no act or omission of the Student; (v) was already in the Student’s possession at the time of disclosure; or (vi) was rightfully received by the Student from a third party without any obligation of confidentiality.

ARTICLE 2: PROGRAM

2.1. Program. Moretta Investment shall provide Student access to the Site as long as the Site is live and operational, within the sole and absolute discretion of Moretta Investment without notice to or consent from Student (including, without limitation, oral, written or other consent). Student’s access to the Site shall include all modifications, alternations, and improvements to the Site in the future, but subject to the terms and conditions of this Agreement (the “Program”); provided, however, that no modifications, enhancements, or other improvements are guaranteed.  Besides access to the Site, this agreement will include access to one or more of the following programs, depending on the package purchased. 

Wholesale Warriors

• 6 Month Semester

• Road Map To Action: One-on-One Coaching

• Wealth Workshops: Group Coaching Calls

• Realty Role-Models: Peer-to-Peer Mentorship

• Profit Pipeline: Custom Lead Management

Flip Mastery

• 6 Month Semester

• Road Map To Action: One-on-One Coaching

• Wealth Workshops: Group Coaching Calls

• Realty Role-Models: Opportunity to Mentor

• Profit Pipeline: Custom Lead Management

Project Commanders

• 6 Month Semester

• Road Map To Action: One-on-One Coaching

• Wealth Workshops: Group Coaching Calls

• Realty Role-Models: Opportunity to Mentor

• Profit Pipeline: Custom Lead Management

Rental Kings

• 6 Month Semester

• Road Map To Action: One-on-One Coaching

• Wealth Workshops: Group Coaching Calls

• Profit Pipeline: Custom Lead Management

2.2. Use of Proprietary Information. Student shall not sell, distribute, modify, repurpose, alter, or otherwise the Proprietary Information (including trademarks, service marks, or otherwise) without the express prior written consent of Moretta Investment. 

ARTICLE 3: PROGRAM FEE & PAYMENT

3.1. Packages Upon signing up the the Student will have the option of purchasing one of three packages (the “Package(s)”). The Packages include: 

• Kickstart Program - Includes access to (1) 6-month program. 

• Momentum Bundle - Includes access to (3) 6-month programs. 

• Master Program - Includes access to (4) 6-month programs. 

3.2. Program Fee and Payment. As full and complete payment for all Programs,  the Student shall pay Moretta Investment the agreed-upon price at the time of signing (the “Program Fee”). The Program Fee may change at anytime without notice. 

All payments must be made in cash, check, credit card, or debit card, or any other form of payment agreed to by Moretta Investment in writing.

3.3. No Refunds. The Program Fee is not refundable under any circumstances, and all sales of the Program are final.

3.4. Insufficient Funds/Payment Rejections. If Student’s payment of the Program Fee is made with a debit or credit card and the payment is rejected or canceled after the initial payment is made, the Student authorizes Moretta Investment to charge the debit or credit card at a later date to process and pay the Program Fee without consent from the Student (whether written, oral, or otherwise). The Student shall pay Moretta Investment for all charges incurred by Moretta Investment due to insufficient funds or payment rejections, and the Student shall pay Moretta Investment for all fees incurred due to rejected payments for a minimum of $50 NSF (non-sufficient funds or chargeback fee) for every transaction.

Student Access to the Program, The Site, or any other Services may be revoked for Insufficient Funds and/or Payment Rejections.

ARTICLE 4: TERM & TERMINATION

4.1. Term. This Agreement shall begin on the Effective Date and shall terminate upon the earlier of Student’s death, Moretta Investment ceasing to operate the Site (in Moretta Investment’s sole and absolute discretion without notice or consent (whether oral, written, or otherwise from Student), or Moretta Investment terminating Student’s use of the Program and/or access to the Site pursuant to the Terms & Conditions located on the Site (the “Term”). 

4.2. Termination. Moretta Investment may terminate this Agreement immediately, with or without notice to or consent from Student (whether oral, written, or otherwise), and without liability to Student, if (a) Moretta Investment believes Student violated any of terms of the Agreement or the Terms & Conditions on the Site, (b) furnished Moretta Investment with false or misleading information, or interfered with use of the Site or the Program by other Students, or (c) the Site is no longer operational, or Moretta Investment decides to terminate the Site.

ARTICLE 5: BUSINESS-TO-CONSUMER RELATIONSHIP

Student is a consumer purchasing a product/service from Moretta Investment, and is not an independent contractor, employee, partner, or co-venturer of, or in any other similar relationship with Moretta Investment. 

ARTICLE 6: CONFIDENTIALITY

Student shall use the Proprietary Information only for Student’s personal use, and shall make no use of the Proprietary Information, in whole or in part, for any other purpose, commercial or otherwise. The Student shall refrain from disclosing the Proprietary Information to any third parties (including, without limitation, agents, representatives, employees, partners, or otherwise), unless the Moretta Investment has given its express prior written consent.

ARTICLE 7: INDEMNIFICATION & DISCLAIMERS

7.1 Indemnification. Student shall indemnify, defend, and hold harmless Moretta Investment (including, without limitation, any and all of Moretta Investment’s subsidiaries and affiliates and their respective trustees, Attendees, officers, directors, beneficiaries, employees, partners, associates, affiliates, joint ventures, agents, and representatives) from and against any and all losses, claims, and expenses (including reasonable attorney’s fees and costs) directly or indirectly arising out of or relating to any breach of this Agreement by Student.

7.2. Limited Liability. Moretta Investment’S LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Moretta Investment (OR ITS EMPLOYEES, REPRESENTATIVES, AGENTS, TRUSTEES, BENEFICIARIES, SUCCESSORS, ASSIGNS, OR OTHERWISE) BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO Student BY Moretta Investment THROUGH THE PROGRAM. This limited liability disclaimer specifically applies to the Earnings Disclaimer below. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action. 

7.3. Earnings Disclaimer. Earnings and income statements made by Moretta Investment and its affiliates and sponsors are only estimates of possible earnings. There is no guarantee that Student will make these levels of income and Student accepts the risk that the earnings and income statements depend on the real estate market and each person’s experience, time commitment, and other factors that may be out of Student’s control. Materials and content provided in the Program may contain information that includes or is based on forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Forward-looking statements are expectations or forecasts of future events. Student can identify these statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other such words and terms of similar meaning in connection with a description of potential earnings or financial performance. The use of Moretta Investment’s information, content, materials, and other resources through the Program should be based on Student’s own investigation and due diligence. 

Moretta Investment DOES NOT GUARANTEE THAT, WITHOUT LIMITATION, Student’S PARTICIPATION IN THE PROGRAM, OR MATERIALS AND RESOURCES PROVIDED THROUGH THE PROGRAM, WILL RESULT IN PROFITABLE REAL ESTATE INVESTMENT OR ACHIEVE ANY RESULTS WHATSOEVER. ANY STATEMENTS, MATERIALS, CONTENT, OR OTHER INFORMATION PROVIDED THROUGH THE PROGRAM IS ONLY Moretta Investment’ OPINION OF POTENTIAL EARNINGS, NOT ACTUAL EXPECTED EARNINGS. Student ACKNOWLEDGES THAT REAL ESTATE INVESTMENT IS RISKY AND PROFITS AND EARNINGS ARE NOT GUARANTEED. 

7.4. Professional Disclaimer. Moretta Investment, and its employees, representatives, agents, and owners will provide materials, articles, resources, and content for the Program, and other legal and financial recommendations. This information provided for informational purposes only and is not intended to be and should not be considered legal or financial investment advice. Student should consult with a licensed attorney and/or financial advisor to obtain advice from a licensed professional. NEITHER Moretta Investment, NOR ANY OF Moretta Investment’ EMPLOYEES, AGENTS, OR REPRESENTATIVES ARE LEGAL OR FINANCIAL PROFESSIONALS AND DO NOT POSSESS THE CERTIFICATIONS AND LICENSES NECESSARY TO PROVIDE SERVICES OR ADVICE THAT REQUIRES A CERTIFICATION OR LICENSE. NO CONTENT PROVIDED THROUGH THE PROGRAM SHALL BE CONSIDERED OR INTERPRETED AS LEGAL OR FINANCIAL ADVICE. NO PROFESSIONAL  RELATIONSHIP IS INTENDED TO BE, NOR ACTUALLY CREATED BY PARTICIPATING IN THE PROGRAM. 

ARTICLE 8: GENERAL PROVISIONS

8.1. Notices. All notices, demands, requests, or other communications that may be or are required to be given, served, or sent by the parties in this Agreement shall be sent to the parties’ respective contact information provided below, in writing, and either (a) delivered in person, (b) mailed by registered or certified mail, or (c) delivered by a commercial courier guaranteeing overnight delivery. All notices shall be deemed received when actually delivered or upon refusal of delivery, if delivered in person, and seventy-two (72) hours after being deposited for mailing if sent by registered or certified mail. Each party may designate by notice, in writing and delivered to the other party pursuant to this Agreement, new contact information to which any notice, demand, request, or communication may thereafter be so given, served, or sent.

8.2. Further Assurances. From time to time, each party shall execute and deliver such instruments as may be reasonably necessary to carry out the purposes and intent of this Agreement. 

8.3. Survival. Termination or expiration of this Agreement for any reason shall not release either party from any liabilities or obligations set forth in this Agreement that (a) the parties have expressly agreed shall survive any such termination or expiration, or (b) remain to be performed or by their nature would be intended to be applicable following any such termination or expiration. The provisions of this paragraph shall survive the expiration or earlier termination of this Agreement. Specifically, the confidentiality terms of this Agreement shall survive the termination or expiration of the Agreement for three (3) years, except that confidentiality of trade secrets shall survive the Term indefinitely, or to the greatest extent permitted by law, whichever is greater.

8.4. Governing Law; Venue; Jurisdiction. This Agreement shall be governed by California law (United States), without reference to rules regarding conflicts of law. Any dispute arising out of this Agreement shall be submitted to a state or federal court sitting in Los Angeles County, California, which shall have the exclusive jurisdiction regarding the dispute and to whose jurisdiction the parties irrevocably submit.

8.5. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original and all of which together shall constitute one instrument. 

8.6. Severability. If any term or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be found to be invalid, void, or unenforceable, the remaining provisions of this Agreement and any application thereof shall, nevertheless, continue in full force and effect without being impaired or invalidated in any way. 

8.7. Waiver. No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or be construed as a further or continuing waiver of any such term, provision, or condition or as a waiver of any other term, provision, or condition of this Agreement.

8.8. No Assignment. Student shall not assign or subcontract any right in or obligation arising under this Agreement without Moretta Investment’s express prior written consent (whether written, oral, or otherwise). Moretta Investment may assign any right in or obligation arising under this Agreement without Student’s consent and without notice to Student. Any assignment in violation of this paragraph shall be void. 

8.9. Binding on Successors. This Agreement shall be binding on and inure to the benefit of each party’s heirs, executors, legal representatives, successors, and permitted assigns.

8.10. Headings. Headings used in this Agreement are for reference purposes only and neither limit nor amplify the terms and conditions of this Agreement.

8.11. Attorney Fees. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, each party shall bear its own respective costs and expenses to resolve the dispute and to enforce the final judgment.

8.12. Mandatory Arbitration. The following provisions shall apply to any Dispute (as defined below): 

(a) Disputes and Deadlines. In the event of any disputes, controversies or claims (each a "Dispute") arising out of, relating to or in connection with these this Agreement, including, without limitation, any dispute regarding its arbitrability, validity or termination, or the performance or breach thereof, the parties hereto shall use their best efforts to settle the Dispute. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach a solution within a period of 60 days, then upon notice by either party to the other, all Disputes shall be exclusively and finally settled by arbitration administered by the American Arbitration Association ("AAA") Any party may initiate arbitration by notice to the other party (a "Request for Arbitration"). The arbitration shall be conducted in accordance with the AAA rules governing commercial arbitration in effect at the time of the arbitration, except as they may be modified by the provisions of this Agreement. The place of the arbitration shall be Los Angeles County, California. The arbitration shall be conducted by a single arbitrator appointed by you and Moretta Investment within fifteen (15) days after delivery of the Request for Arbitration. In the event you and Moretta Investment fail to appoint a person to serve as arbitrator within fifteen (15) days after delivery of the Request for Arbitration, the AAA shall appoint an appropriate arbitrator within five (5) days after the expiration of such fifteen (15) day period. Any individual will be qualified to serve as an arbitrator if he or she shall be an individual who has no material business relationship, directly or indirectly, with any of the parties to the action and who has at least ten (10) years of experience in real estate investing. The arbitration shall commence within thirty (30) days after the appointment of the arbitrator; the arbitration shall be completed within sixty (60) days of commencement, and the arbitrator's award shall be made within thirty (30) days following such completion. The parties may agree to extend the time limits specified in the foregoing sentence.

(b) Applicability and Procedure. The arbitrator will apply the substantive law (and the law of remedies, if applicable) of the State of California without reference to its internal conflicts of laws principles and will be without power to apply any different substantive law. The arbitrator will render an award and a written opinion in support thereof. Such award shall not include the costs related to the arbitration and or attorneys' fees and expenses regardless of which party prevails, and each party shall pay their respective costs, expenses, and attorney’s fees related to the arbitration. The arbitrator also has the authority to grant provisional remedies, including, without limitation, injunctive relief, and to award specific performance. The parties waive, to the fullest extent permitted by law, any rights to appeal, or to review of, any arbitrator's award by any court. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction, including, without limitation, the state and federal courts of Los Angeles County, California. Notwithstanding the foregoing, any party to this Agreement may seek injunctive relief, specific performance, or other equitable remedies from a court of competent jurisdiction without first pursuing resolution of the dispute as provided above. Each party to this Agreement irrevocably submits to the non-exclusive jurisdiction and venue in the courts of the State of California and of the United States sitting in Los Angeles County in connection with any such equitable proceeding, and waives any objection based on forum non conveniens. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES SUCH PARTY'S RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION TO ENFORCE AN ARBITRATOR'S DECISION OR AWARD PURSUANT TO THIS PARAGRAPH OF THIS AGREEMENT.

(c) Confidentiality. The parties agree to maintain confidentiality as to all aspects of the arbitration, except as may be required by applicable law, regulations or court order, or to maintain or satisfy any suitability requirements for any license by any state, federal or other regulatory authority or body, including professional societies and organizations; provided, that nothing herein shall prevent a party from disclosing information regarding the arbitration for purposes of enforcing the award. The parties further agree to obtain the arbitrator's agreement to preserve the confidentiality of the arbitration.

8.13. Entire Agreement. This Agreement, as well as the Terms & Conditions and Privacy Policy on the Site, contain the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and merges and supersedes all prior agreements, discussions, and writings with respect to that subject matter. No modification or alteration of this Agreement shall be effective unless made in writing and signed by both parties; provided, however, notwithstanding any other term or provision of this Agreement to the contrary, any change of the Terms & Conditions or Privacy Policy on the Site shall be incorporated into this Agreement. If there is any conflict between this Agreement and Terms & Conditions or Privacy Policy, the provisions of the Terms & Conditions (as amended from time to time by Moretta Investment in its sole and absolute discretion without notice or consent from Student) shall supersede and govern. 

8.14. Waiver of Lawsuit/Liability. Student hereby forever release and waive my right to bring suit against Moretta Investment and its owners, officers, directors, managers, officials, trustees, agents, employees, or other representatives. Student understands that this waiver means the Student give up his or her right to bring any claims including, monetary claims, investments, or property losses, or any other loss, including but not limited to claims of negligence and give up any claim the Student may have to seek damages, whether known or unknown, foreseen or unforeseen. 

9.1. Electronic Signatures. Each party agrees that this Agreement and any other documents to be delivered in connection here within may be electronically signed, and that the electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purpose of validity, and forcibility, and admissibility.